McGurn v. Bell Microproducts, Inc.
United States Court of Appeals for the First Circuit
284 F.3d 86 (2002)
Bell Microproducts (Bell) (defendant) sent George McGurn (plaintiff) a signed employment offer letter during ongoing negotiations over the length of a termination clause guaranteeing severance if Bell fired him without cause within 12 months. McGurn crossed out "12" and wrote in "24," signed the altered letter, and returned it to Bell without telling anyone about the change; it was Bell's practice to check the signature page of returned offer letters, but McGurn's alteration sat on the second page, five inches above his signature. Bell fired McGurn without cause 13 months later and refused severance, and McGurn sued for breach of contract; the district court granted McGurn summary judgment, holding Bell's silence in response to his altered counteroffer constituted acceptance, and Bell appealed.
Whether silence in response to an offer can constitute an acceptance if the offeree takes the benefit of the offered services, knew or had reason to know of the existence of the offer, and had a reasonable opportunity to reject the offer.